§ 17-16-143 — Qualified director

(a) A "qualified director" is a director who, at the time
action is to be taken under:
(i) W.S. 17-16-744, does not have:
(A) A material interest in the outcome of the
proceeding; or
(B) A material relationship with a person who
has such an interest.
(ii) W.S. 17-16-853 or 17-16-855:
(A) Is not a party to the proceeding;
(B) Is not a director as to whom a transaction
is a director's conflicting interest transaction or who sought a
disclaimer of the corporation's interest in a business
opportunity under W.S. 17-16-870, which transaction or
disclaimer is challenged in the proceeding; and
(C) Does not have a material relationship with a
director described in either subparagraph (A) or (B) of this
paragraph.
(iii) W.S. 17-16-862, is not a director as to whom
the transaction is a director's conflicting interest
transaction, or a director who has a material relationship with
another director as to whom the transaction is a director's
conflicting interest transaction; or
(iv) W.S. 17-16-870, would be a qualified director
under paragraph (iii) of this subsection if the business
opportunity were a director's conflicting interest transaction.
(b) For purposes of this section:
(i) "Material interest" means an actual or potential
benefit or detriment, other than one which would devolve on the
corporation or the shareholders generally, that would reasonably
be expected to impair the objectivity of the director's judgment
when participating in the action to be taken;
(ii) "Material relationship" means a familial,
financial, professional, employment or other relationship that
would reasonably be expected to impair the objectivity of the
director's judgment when participating in the action to be
taken.
(c) The presence of one (1) or more of the following
circumstances shall not automatically prevent a director from
being a qualified director:
(i) Nomination or election of the director to the
current board by any director who is not a qualified director
with respect to the matter, or by any person that has a material
relationship with that director, acting alone or participating
with others;
(ii) Service as a director of another corporation of
which a director who is not a qualified director with respect to
the matter, or any individual who has a material relationship
with that director, is or was also a director; or
(iii) With respect to action to be taken under W.S.
17-16-744, status as a named defendant, as a director against
whom action is demanded or as a director who approved the
conduct being challenged.